EXHIBIT 4.1
[CARTESIAN LOGO]
| COMMON STOCK | COMMON STOCK |
| PAR VALUE $0.005 | THIS CERTIFICATE IS TRANSFERABLE |
| IN CANTON, MA, JERSEY CITY, NJ AND | |
| COLLEGE STATION, TX |
CERTIFICATE
NUMBER
CARTESIAN, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
| CUSIP 146534 10 2 | |
| SEE REVERSE FOR CERTAIN DEFINITIONS |
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.005 PER SHARE, OF
Cartesian, Inc. transferable on the books of the Corporation by the owner hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
| DATED: | |||
| [Signature] | COUNTERSIGNED AND REGISTERED | ||
| President & Chief Executive Officer | COMPUTERSHARE TRUST COMPANY, N.A. | ||
| TRANSFER AGENT AND REGISTRAR | |||
| [SEAL] | |||
| [Signature] | By | ||
| Secretary and General Counsel | AUTHORIZED SIGNATURE | ||
CARTESIAN, INC.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE MANAGEMENT NETWORK GROUP, INC. (N/K/A CARTESIAN, INC.) (THE "CORPORATION") AND COMPUTERSHARE TRUST COMPANY, N.A. (THE "RIGHTS AGENT"), DATED AS OF MARCH 27, 2008, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE CORPORATION.UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE.THE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR BENEFICIALLY OWNED OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY BENEFICIALLY OWNED OR HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID AND MAY NOT THEREAFTER BE EXERCISED OR TRANSFERRED.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM - as tenants in common | UNIF GIFT MIN ACT | Custodian | ||||
| (Cust) | (Minor) |
| TEN ENT - as tenants by the entireties | under Uniform Gifts to Minors Act | |||||
| (State) | ||||||
| JT TEN - as joint tenants with right of survivorship | UNIF TRF MIN ACT | Custodian (until age) | ||||
| and not as tenants in common | (Cust) | (Minor) | ||||
| under Uniform Transfers to Minors Act | ||||||
| (State) | ||||||
Additional abbreviations may also be used though not in the above list.
| PLEASE INSERT SOCIAL SECURITY OR OTHER | |||
| IDENTIFYING NUMBER OF ASSIGNEE | |||
| For Value received, | hereby sell, assign and transfer unto |
| (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) |
| Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint |
| Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. |
| Dated: | ____________________20________________ | Signatures Guaranteed: Medallion Guarantee Stamp | |
| THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR | |||
| INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) | |||
| WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION | |||
| PROGRAM, PURSUANT TO S.E.C., RULE 17Ad-15. | |||
| Signature: | |||
| Signature: | |||
| Notice: The signature to this assignment must | |||
| correspond with the name as written upon the | |||
| face of this certificate, in every particular, | |||
| without alteration or enlargement, or any change | |||
| whatever. |
The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis.
If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state.